DGB Investment, Inc. and Douglas G. Bergeron filed definitive additional proxy materials (DFAN14A) with the SEC on October 29, 2026, alleging that Ethan Allen Interiors Inc. (NYSE:ETD) incumbent director Cynthia Ekberg Tsai has an undisclosed history of court sanctions and removal from a prior company, and urging shareholders to vote for DGB's five nominees ahead of the November 4, 2026 annual meeting.

Key Highlights

  • Beneficial ownership: Douglas G. Bergeron and his affiliates collectively hold approximately 5.2% of Ethan Allen's outstanding common stock, according to the filing.
  • Court sanctions alleged: The filing states that in 2015 the New York Supreme Court sanctioned Cynthia Ekberg Tsai, finding her "guilty of spoliation and civil contempt" for destroying evidence in a fraud case involving Viropro Inc.
  • Prior removal and termination: According to the filing, Viropro shareholders removed Ms. Tsai as a director in 2014, and she was subsequently terminated as President and CEO "for cause."
  • Non-disclosure claim: The filing alleges that Ethan Allen never disclosed Ms. Tsai's history of allegations and sanctions to shareholders, despite appointing her Chair of the Audit Committee in 2021 and later Chair of the Corporate Governance, Nominations and Sustainability Committee.
  • Proxy advisor recommendations: The filing states that ISS, Glass Lewis, and Egan-Jones have unanimously recommended removing Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable, with Glass Lewis and Egan-Jones further recommending a vote "FOR" all five of DGB's nominees.
  • Annual meeting date: The 2026 Annual Meeting of Stockholders is scheduled for November 4, 2026, according to the filing.

DGB Presses Tsai Governance Record as Ethan Allen Proxy Contest Nears Vote

According to the DFAN14A filing, DGB Investment, Inc. and Douglas G. Bergeron issued a press release on October 29, 2026, asserting that incumbent Ethan Allen director Cynthia Ekberg Tsai has a record that the company never disclosed to shareholders. The filing states that in 2013, while serving as CEO of Viropro Inc., Ms. Tsai faced a lawsuit alleging she "abused her positions as CEO and director by diverting corporate resources to pay 'extravagant personal expenses'" and to benefit her affiliates. Viropro shareholders subsequently removed her as a director in 2014, and she was terminated as President and CEO "for cause," the filing states.

The filing further states that in 2015 the New York Supreme Court sanctioned Ms. Tsai, finding her "guilty of spoliation and civil contempt" for destroying evidence in "contumacious disregard for her preservation duties," and that "her actions constituted gross negligence." The court also ordered, according to the filing, that Viropro was entitled to an adverse inference as to fraud and breach of fiduciary duty and an award of attorneys' fees and costs related to the spoliation motion. The filing attributes these quotes to a Memorandum Opinion in Spring Hill Bioventures SDN BHD v. Ekberg Tsai, et al., No. 654157/2013 (Aug. 12, 2015).

DGB contends in the filing that despite this background, Ms. Tsai joined the Ethan Allen board in 2021 and was made Chair of the Audit Committee, a role she held for four years overseeing financial reporting. She now chairs the Corporate Governance, Nominations and Sustainability Committee, the filing notes. DGB's filing states that all three leading independent proxy advisory firms, ISS, Glass Lewis, and Egan-Jones, have unanimously recommended removing Chairman and CEO Farooq Kathwari and Lead Independent Director David Sable, with Glass Lewis and Egan-Jones recommending votes "FOR" all five DGB nominees. The filing quotes Mr. Bergeron as warning that replacing only a minority of the board "will not change the status quo."

What Was Disclosed

DGB filed definitive additional proxy materials on October 29, 2026, alleging an undisclosed court sanctions and removal record for Ethan Allen director Cynthia Ekberg Tsai, and urging shareholders to support all five DGB nominees on the WHITE universal proxy card before the November 4, 2026 annual meeting.